EXHIBIT 99.2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants and Administrator of
RMI Titanium Company Bargaining Unit Employee Savings and Investment Plan
In our opinion, the accompanying statement of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of RMI Titanium Company Bargaining Unit Employee Savings and Investment Plan
(the "Plan") at December 31, 2003 and December 31, 2002, and the changes in net
assets available for benefits for the year ended December 31, 2003 in conformity
with accounting principles generally accepted in the United States of America.
These financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with the
standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) as of December 31, 2003 is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
Pittsburgh, Pennsylvania
June 25, 2004
RMI TITANIUM COMPANY
BARGAINING UNIT EMPLOYEE SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2003 AND 2002
2003 2002
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Investments at fair value $ 17,835,887 $ 15,670,683
Employee contributions receivable 17,484 58,191
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Net assets available for benefits $ 17,853,371 $ 15,728,874
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THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
RMI TITANIUM COMPANY
BARGAINING UNIT EMPLOYEE SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2003
2003
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Employee contributions $ 593,398
Investment income:
Interest and dividend income 393,607
Net appreciation in fair
value of investments 2,468,413
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Total Investment Income 2,862,020
Transfers 28,782
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Total additions 3,484,200
Participants' benefits paid (1,359,703)
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Increase in net assets 2,124,497
Net assets available for benefits
Beginning of year 15,728,874
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End of year $17,853,371
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THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
RMI TITANIUM COMPANY
BARGAINING UNIT EMPLOYEE SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
NOTE 1 - SUMMARY OF ACCOUNTING POLICIES:
The financial statements of the RMI Titanium Company Bargaining Unit Employee
Savings and Investment Plan (the Plan) have been prepared in conformity with
accounting principles generally accepted in the United States of America. The
following are the significant accounting policies followed by the Plan:
ACCOUNTING METHOD
The financial statements of the Plan use the accrual method of accounting.
USE OF ESTIMATES
The preparation of the Plan's financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make significant estimates that affect the reported amounts of net
assets available for benefits at the date of the financial statements and the
changes in net assets available for benefits during the reporting period, and
disclosures of contingent assets and liabilities. Actual results could differ
from those estimates.
RISKS AND UNCERTAINTIES
The Plan provides for various investment options in any combination of mutual
funds and other investment securities. These investments are exposed to various
risks, such as interest rate, market, and credit risk. It is at least reasonably
possible that changes in risks, in the near term, would materially affect
participant account balances and the amounts reported in the statement of net
assets available for benefits during the reporting period.
INVESTMENTS
Investments in funds managed by Fidelity Management Trust Company (Fidelity) and
RTI International Metals, Inc. common stock are valued at fair market value
based on public and Fidelity published quotations. Security transactions are
recorded as of the trade date. Participant loans receivable are stated at net
realizable value (total borrowings less repaid principal).
Investments greater than 5% of the net assets available for benefits as of the
end of the Plan year are as follows:
2003 2002
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Fidelity Magellan Fund $7,186,176 $5,731,333
Fidelity Managed Income Portfolio 5,089,080 5,296,714
Fidelity Growth and Income Fund 1,124,206 931,289
Spartan U.S. Equity Index Fund 1,108,704 850,578
RTI International Metals, Inc. Common Stock 899,866 856,885
Fidelity Low Priced Stock Fund 891,449 457,565
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
INVESTMENTS (CONTINUED)
During 2003, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) appreciated in value by
$2,468,413 as follows:
2003
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Mutual funds $ 2,079,149
Common stock 389,264
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$ 2,468,413
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NET APPRECIATION (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS
The Plan presents in the statement of changes in net assets available for
benefits the net appreciation (depreciation) in the fair value of investments,
which consists of realized gains and losses from sales of investments and the
unrealized appreciation and depreciation in the fair value of its investments.
FUNDING
The Plan is funded by contributions from participating employees of RMI Titanium
Company (the "Company"). The costs of administering the Plan and the trust are
borne by the Company.
PAYMENT OF BENEFITS
Benefits are recorded when paid.
NOTE 2 - DESCRIPTION OF PLAN:
GENERAL
The Company is the Plan sponsor. The Company is a successor to entities that
have been operating in the titanium industry since 1951.
The following description of the Plan provides only general information.
Participants should refer to the Plan agreement for a more complete description
of the Plan's provisions. Reference should be made to the Plan agreement for
additional information concerning contributions, eligibility, income allocation,
withdrawals and other important features of the Plan.
The Plan is a defined contribution plan covering full-time union represented
employees who are at least 21 years of age, have completed three months of
service, and are hourly employees of RMI Titanium Company covered by the
collective bargaining agreement. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
CONTRIBUTIONS
Participants may contribute from 1% to 25% of their salaries through payroll
deductions. Contributions are subject to limitations specified in the Internal
Revenue Code (IRC). Contributions are directed by the participants into any one
or all of the investment options. Changes in allocation of future contributions
and transfers of presently invested contributions are permitted pursuant to the
Plan document. Participants may change their elections of investment funds by
calling the recordkeeper directly or by accessing their accounts via the
internet. Participants are 100% vested in their accounts at all times.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
PAYMENT OF BENEFITS
Participants or their beneficiaries are entitled to the full current value of
their account in the Plan upon:
- Retirement;
- Termination of employment with the Company: or
- Death
Participants may also make written application for withdrawal of all or a
portion of their account balance for certain limited situations qualifying as
financial hardships under Internal Revenue Service (IRS) guidelines in effect at
the time of the withdrawal.
PARTICIPANT LOANS RECEIVABLE
Loans are available to all participants subject to provisions set forth in the
Plan document. Participants may borrow from their accounts a minimum of $1,000
up to a maximum equal to 50% of the existing account balance not to exceed
$50,000 in any 12-month period. Loans are treated as a transfer (from) the
investment fund to the Participant Loans Receivable fund. Loan repayment terms
range from one month to five years and are secured by the balance in the
participant's account. Loans bear interest at a rate commensurate with the
current market rate when made. Loans made in 2003 and 2002 bear interest at
6.00% and 6.75%, respectively. Interest rates on previous loans range from 6.75%
to 15.00%. Principal and interest are paid ratably through monthly payroll
deductions. Repayments are transfers to the investment funds (from) the
Participant Loans Receivable fund. Loan terms and repayment policies are
designed to be in compliance with the requirements of the IRC.
TRANSFERS
Transfers represent the net of transfers into the Plan from other plans and out
of the Plan to other plans.
ADMINISTRATION
The Plan is administered by the Company's Retirement Board (the
"Administrator"). The Board establishes the rules and procedures and interprets
the provisions of the Plan. Administrative expenses for the Plan, including
legal and audit fees, are paid by the Company and, as such, are not expenses of
the Plan.
TERMINATION PROVISION
The Company anticipates the Plan will continue without interruption, but
reserves the right to discontinue the Plan at any time subject to the provisions
of the collective bargaining agreement. In the event that such discontinuance
results in the termination of the Plan, the Plan provides that each participant
shall be fully vested in his or her individual account which includes earnings
on the participant's contributions. The individual accounts of the participants
shall continue to be administered by the Administrator, or be distributed in a
lump sum to the participants, as deemed appropriate by the Administrator.
NOTE 3 - INCOME TAXES:
The IRS has determined and informed the Company by a letter dated October 9,
2003, that the Plan and related trust are designed in accordance with the
applicable sections of the IRC. Therefore, no provision for income taxes has
been included in the Plan financial statements.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 4 - RECORDKEEPING
Individual participant account balances, allocations and investment options are
maintained by Fidelity Investments Institutional Operations Company, Inc., based
on enrollment and payroll information supplied by the Company.
NOTE 5 - RELATED PARTY TRANSACTIONS
Certain investments of the Plan are managed by Fidelity, the trustee of the
Plan. The Plan also invests in common stock of the Company. These represent
party-in-interest transactions.
SCHEDULE H, LINE 4i
SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
RMI TITANIUM COMPANY
BARGAINING UNIT EMPLOYEES SAVINGS INVESTMENT PLAN
DECEMBER 31, 2003
EIN: 31-0875005, PLAN #: 006
(a) (b) Identity of issue, borrower, lessor or (c) Description of investment including maturity date, (e) Current
similar party rate of interest, collateral par, maturity value (d) Cost Value
* Fidelity Magellan Fund Mutual Fund $ 7,186,176
* Fidelity Growth and Income Fund Mutual Fund 1,124,206
* Fidelity Low Priced Stock Fund Mutual Fund 891,449
* Fidelity Worldwide Fund Mutual Fund 459,670
* Fidelity Mid-Cap Stock Fund Mutual Fund 59,011
* Fidelity Freedom Income Fund Mutual Fund 14,353
* Fidelity Freedom 2000 Fund Mutual Fund 4,243
* Fidelity Freedom 2010 Fund Mutual Fund 48,321
* Fidelity Freedom 2020 Fund Mutual Fund 87,119
* Fidelity Freedom 2030 Fund Mutual Fund 4,561
* Fidelity Freedom 2040 Fund Mutual Fund 4,349
* Fidelity Managed Income Portfolio Mutual Fund 5,089,080
* Spartan U.S. Equity Index Fund Mutual Fund 1,108,704
* Fidelity Ginnie Mae Fund Mutual Fund 153,857
* RTI International Metals, Inc. Stock Account Common Stock 899,866
* Participant Loans Receivable Interest Rates High 8.75%, Low 6.00% 700,922
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TOTAL: $17,835,887
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* DENOTES PARTY-IN-INTEREST